Periodic Reports. During the term of this Agreement, the Borrowers shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments). (a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders; (b) the Borrowers shall, as soon as practicable and in any event within 45 days of the end of each of the first three fiscal quarters of ATS, cause to be prepared and delivered to the Lenders, the interim unaudited consolidated, financial statements of ATS as at the end of that quarter, in each case including balance sheet, statement of income and retained earnings, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis; (c) the Borrowers shall, as soon as practicable and in any event within 90 days after the end of each of the fiscal years of ATS, cause the annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal year, which shall, in the case of the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unaudited; (d) the Borrowers shall, as soon as practicable and in any event not later than April 30th of each fiscal year, cause to be prepared and delivered to the Lenders an annual Business Plan for the then current fiscal year; (e) the Borrowers shall cause to be delivered to the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and (f) the Borrowers shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties and/or the Discontinued Entities.
Appears in 1 contract
Periodic Reports. (1) During the term of this Agreement, the Borrowers Borrower shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be reports listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements and other reports shall not be required in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have footnote disclosure and are subject to normal year-end adjustments)been given when the Borrower notifies the Agent that it has been posted by the Borrower on the ▇▇▇.▇▇▇▇▇.▇▇▇ website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers Borrower shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Lenders, the its interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including balance sheetincluding, statement of income and retained earningswithout limitation, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis;
(c) the Borrowers shall, as soon as practicable and in any event within 90 days after the end of each of the fiscal years of ATS, cause the annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management and management’s discussion and analysis analysis;
(b) the Borrower shall, as soon as practicable and in any event within 120 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal yearyear and management’s discussion and analysis, which shall, in the case of the financial statements of ATS onlyBorrower, be audited by an internationally recognized accounting firmfirm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, and in concurrently with the case delivery of Enterprises USA shall be management unauditedits financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrowers Borrower shall, as soon as practicable and in any event not later than April 30th 120 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Lenders, the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders an annual Business Plan for a proper understanding of the then current fiscal yearforecast operations of the Borrower and its Subsidiaries;
(e) the Borrowers shall cause to be delivered to the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and
(f) the Borrowers Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended 31 December 2008, or components thereof (including changes arising from anticipated adoption of certain international accounting standards in Canada), the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended 31 December 2008 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Periodic Reports. During the term of this Agreement, the Borrowers The Concessionaire shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory furnish to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments).
(a) the Borrowers shall, Implementing Authority as soon as practicable and but in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers shall, as soon as practicable and in any event within 45 days of the end of each of the first three fiscal quarters of ATS, cause to be prepared and delivered to the Lenders, the interim unaudited consolidated, financial statements of ATS as at the end of that quarter, in each case including balance sheet, statement of income and retained earnings, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis;
(c) the Borrowers shall, as soon as practicable and in any event within 90 not later than [120] days after the end of each fiscal year: [three] copies of the fiscal years of ATS, cause the annual audited consolidated Concessionaire's complete financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to for such fiscal year (which are consistent with the books of accounts and prepared in accordance with Generally Accepted Accounting Principles and consistently applied), together with an audit report thereon, all in accordance with the requirements of the laws and regulations pertaining to be prepared and delivered accounting; a copy of any management letter or other communication sent by the auditors to the Lenders Concessionaire or to its management in relation to the Concessionaire's financial, accounting and other systems, management and accounts; an annual report by the auditors certifying that, based on its said financial accounting and other systems, management and accounts, the Concessionaire was in compliance with its financial obligations under the Loan Agreements as at the end of the relevant fiscal year or, as the case may be, detailing any non-compliance therewith; a reconciliation of the current year's profit and loss account and the budget for the year, and an analysis thereof; and an annual report by the auditors certifying that the computation of the Highway Usage Fee for the preceding year was correctly calculated in terms of ▇▇▇▇▇▇▇▇ ▇▇▇. The Concessionaire shall furnish to the Implementing Authority as soon as practicable, but in any event no later than [75 (seventy-five)] days after the end of each quarterly period of each fiscal year (except for the last quarterly period of each fiscal year): three copies of the Concessionaire's complete financial statements for such quarterly period (which are consistent with its books of account and prepared in accordance with Generally Accepted Accounting Principles and consistently applied), including in each such report a balance sheet, an income statement and a statement of income cash flows as at the end of and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal yearperiod, which shalland for the period from the beginning of such year to the close of such quarterly period, in the case certified by an officer of the Concessionaire, all in accordance with the requirements of the laws and regulations pertaining to accounting; a report on any factors materially and adversely affecting or which might materially and adversely affect the Concessionaire's business and operation or its financial statements condition; a list of ATS onlyits Lenders and creditors to which the Concessionaire owes a sum in excess of the equivalent of .. (……….) (in …… prices) including the amounts due to each of them; a statement describing in reasonable detail any Related Party Transaction to which the Concessionaire is a party during the respective period; a report on the implementation and progress of the Project, containing such information as the Implementing Authority may reasonably require and disclosing any factors of which the Concessionaire is aware which materially and adversely affect, or which would be audited by an internationally recognized accounting firmotherwise likely materially and adversely to affect, the carrying out of the Project; and in a statement identifying the case of Enterprises USA capital costs, construction costs and Operation and Maintenance costs during the respective period. The Concessionaire shall be management unaudited;
(d) furnish to the Borrowers shall, Implementing Authority as soon as practicable and practicable, but in any event not no later than April 30th 30 (thirty) days prior to the end of each fiscal year, cause the projected profit and loss account and the budget for the following year, together with an analysis thereof . The Concessionaire shall furnish to the Implementing Authority as soon as practicable, but in any event no later than the end of each quarterly period of each fiscal year, the projected cash flow for the following quarterly period, together with an analysis thereof. The Concessionaire shall immediately report to the Implementing Authority details of the following events: any charge, lien or attachment imposed on any of the Concessionaire's property in breach of Clause 3.7, and any seizure thereof which charge, lien, attachment or seizure will have a material adverse effect on the ability of the Concessionaire to perform its obligations under this Concession Contract; any transaction in respect of the shares of the Concessionaire of which the Concessionaire is aware; any default under any Loan Agreement, the circumstances thereof and possible results as viewed by the Concessionaire; and any matter which might influence the validity of this Concession Contract or any matter that constitutes a material breach, including without limitation, any possible termination event, the circumstances thereof, and possible results as viewed by the Concessionaire. The Concessionaire shall provide a monthly written report to the Implementing Authority with respect to the matters required in the Engineering Requirements to be prepared and delivered reported relating to the Lenders an annual Business Plan for the then current fiscal year;
(e) the Borrowers shall cause to be delivered to the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and
(f) the Borrowers shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties and/or the Discontinued Entitiestoll collection operations.
Appears in 1 contract
Sources: Concession Contract
Periodic Reports. (1) During the term of this Agreement, the Borrowers Borrower shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be reports listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements and other reports shall not be required in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have footnote disclosure and are subject to normal year-end adjustments)been given when the Borrower notifies the Agent that it has been posted by the Borrower on the ▇▇▇.▇▇▇▇▇.▇▇▇ website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers Borrower shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Lenders, the its interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter position and management management's discussion and analysis;
(cb) the Borrowers Borrower shall, as soon as practicable and in any event within 90 days after the end of each of the its fiscal years of ATSyears, cause the its consolidated annual audited consolidated financial statements of ATS (along with both and the annual financial statements of Enterprises USAother Restricted Parties where prepared separately) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal yearyear and management's discussion and analysis, which shall, in the case of the financial statements of ATS onlyBorrower, be audited by an internationally recognized accounting firmfirm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, and in concurrently with the case delivery of Enterprises USA shall be management unauditedits financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrowers Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than April 30th 90 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Lenders, the Borrower's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders an a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual Business Plan for plan has not been updated from the then current fiscal year;
(e) the Borrowers shall cause to be life of mine plan previously delivered to the Agent Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly upon filing after it has been approved by the Borrower's board of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; anddirectors;
(f) the Borrowers Borrower shall, as soon as practicable and in any event within 30 days of the end of each month, cause to be prepared and delivered to the Lenders, a construction report for the Côté Gold Project until such time as the Côté Gold Project reaches completion, which report will include (i) project costs incurred in such prior month by major expense category; (ii) a description of any cost overruns detailing variances from the project budget (with a narrative explanation of such variances); (iii) the estimated date of completion; (iv) health, safety and environmental incidents, and statistics, (v) indigenous relations & community update, (vi) site activities update, and (vii) construction progress with a description of any material deviations from the final project execution plan since the last report hereunder;
(g) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2016, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower's financial statements for its fiscal year ended December 31, 2016 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Periodic Reports. (a) During the term of this Agreement, the Borrowers shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be reports listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments)Lenders, acting reasonably.
(ai) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers HudBay shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, the its interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including prepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position, unaudited consolidation schedule cash flow and management’s discussion and analysis for the period commencing with respect to such the end of the previous fiscal quarter and management discussion ending with the end of such fiscal quarter, together with figures for the year-to-date and analysissetting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year;
(cii) the Borrowers HudBay shall, as soon as practicable and in any event within 90 days after the end of each of the its fiscal years of ATSyears, cause the its annual audited consolidated financial statements to be prepared in accordance with IFRS and delivered to the Agent and the Lenders in each case consisting of ATS a consolidated balance sheet, consolidated income statements, statements of comprehensive income, statements of and change in equity and statements of cash flow, in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management’s discussion and analysis, and the report thereon of an independent auditor of recognized national standing (along without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of HudBay, as of the end of such fiscal year and the consolidated results of the operations and changes in cash flow for such fiscal year in conformity with both IFRS, consistently applied;
(iii) HudBay shall, as soon as practicable and in any event within 180 days after the end of each of its fiscal years, cause the annual unaudited consolidated financial statements of Enterprises USAHBMS to be prepared without financial notes and delivered to the Agent and the Lenders in each case consisting of a consolidated balance sheet, consolidated income statements, statements of comprehensive income, statements of and change in equity and statements of cash flow, in each case setting forth the corresponding figures for the previous fiscal year in comparative form;
(iv) HudBay shall, concurrently with the delivery of its financial statements referred to in Sections 8.3(a)(i) and unaudited consolidation schedule with 8.3(a)(ii), provide the Agent and the Lenders with: (A) a Compliance Certificate and (B) copies of all mine manager operating reports prepared in respect of each mine owned or operated by any Restricted Party for the month ending the same period as the financial statements referred to such above;
(v) HudBay shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal year years, cause to be prepared and delivered to the Agent and the Lenders, HudBay’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, Capital Expenditures (including without limitation the current Forecasted Lalor Capital Projections), exploration expenditures, financial covenant calculations, and EBITDA on a consolidated basis, the proven reserves, probable reserves and current life of mine plan for each producing mine of the HudBay Group Members, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders including balance sheet, statement a proper understanding of income and retained earnings, statement the forecast operations of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal year, which the HudBay Group Members;
(vi) HudBay shall, concurrently with the delivery of its financial statements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), cause to be prepared and delivered to the case Agent and the Lenders a report setting forth a list of all Derivatives to which it or any other HudBay Group Member is a party and the marked-to-market value of such Derivatives as at the date of the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in to which the case of Enterprises USA shall be management unauditedreport relates;
(dvii) the Borrowers shall, as soon as practicable and in any event not later than April 30th within 20 days of the end of each fiscal yearmonth, cause to be prepared and delivered to the Agent and the Lenders an annual Business Plan for a Borrowing Base Certificate dated as of, and reflecting the then current fiscal year;
(e) amounts as of the Borrowers shall cause to be delivered to close of business of, the Agent promptly upon filing last business day of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic formsuch previous calendar month; and
(fviii) the Borrowers shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties HudBay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by HudBay in preparing its financial statements for its fiscal year ended December 31, 2012, or components thereof, HudBay shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of the Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing HudBay’s financial statements for its fiscal year ended December 31, 2012 unless and until the Borrowers and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Periodic Reports. During the term of this Agreement, the Borrowers shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation Furnish to such documents so filed, provided that Agent (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause case of clauses (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments).
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered only if and so long as Borrower is not subject to the Lenders;reporting requirements of the Exchange Act, and in the case of clause (d) below, only so long as Borrower is subject to the reporting requirements of the Exchange Act):
(ba) the Borrowers shall, as soon as practicable and in any event within 45 days of the end of each of the first three fiscal quarters of ATS, cause to be prepared and delivered to the Lenders, the interim unaudited consolidated, financial statements of ATS as at the end of that quarter, in each case including balance sheet, statement of income and retained earnings, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis;
Within one hundred fifty (c150) the Borrowers shall, as soon as practicable and in any event within 90 days after the end of each of Fiscal Year (commencing with the fiscal years of ATSFiscal Year ending December 31, cause the annual 2024), consolidated audited balance sheets, and consolidated financial statements of ATS (along with both the annual financial income, statements of Enterprises USA) stockholders’ equity, and unaudited consolidation schedule statements of cash flows of Borrower and its Subsidiaries, together with respect to such fiscal year to be prepared footnotes and delivered supporting schedules thereto, certified (as to the Lenders including balance sheetconsolidated statements) by any nationally recognized independent certified public accounting firm selected by Borrower or other accounting firm reasonably acceptable to Agent, statement showing the financial condition of income Borrower at the close of such Fiscal Year and retained earningsthe results of operations of Borrower during such Fiscal Year, statement of changes in financial position and, in respect of ATS only, together with a management discussion and analysis describing the performance of Borrower for such fiscal periods, in each case certified by a Responsible Officer of Borrower that such financial statements fairly present in all material respects the financial condition and results of operations of Borrower and its Subsidiaries as of the dates and periods covered by such financial statements and have been prepared in accordance with GAAP applied on a consistent basis; and
(b) Within sixty (60) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending December 31, 2024), unaudited balance sheets, consolidated statements of cash flows and consolidated statements of income of Borrower and its Subsidiaries, together with supporting schedules thereto, prepared by Borrower and presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Borrower and its Subsidiaries, such balance sheets to be as of the close of such Fiscal Quarter and such statements of income and statements of cash flows to be for the period from the beginning of the then-current Fiscal Year to the end of such Fiscal Quarter, together with comparative statements of income and cash flows for the corresponding period in the immediately preceding Fiscal Year, in each case subject to normal audit and year-end adjustments, which shalltogether with a management discussion and analysis describing the performance of Borrower for such periods, in each case certified by a Responsible Officer of Borrower that such financial statements fairly present in all material respects the financial condition and results of operations of Borrower and its Subsidiaries as of the dates and periods covered by such financial statements and have been prepared in accordance with GAAP applied on a consistent basis, subject to, in the case of the financial statements delivered pursuant to Section 5.04(b), changes resulting from audit and normal year‑end adjustments and the absence of ATS onlyfootnote disclosures.
(c) Within ninety (90) after the beginning of each fiscal year, be audited by an internationally recognized accounting firm, the annual budget and in the case of Enterprises USA shall be management unauditedoperating plan for Borrower and its Subsidiaries;
(d) the Borrowers shall, as soon as practicable As and in any event not later than April 30th of each fiscal year, cause to be prepared and delivered when distributed to the Lenders an annual Business Plan for Borrower’s direct and indirect equityholders, copies of all proxy materials which the then current fiscal year;Borrower provides to its common equityholders in their capacities as such; and
(e) the Borrowers shall cause to be delivered to the Agent promptly upon filing of samePromptly, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and
(f) the Borrowers shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning time, such other information regarding the operations, assets, business, affairs and financial condition of Borrower and Property its Subsidiaries, as the Agent or any Lender may reasonably request, including, for the avoidance of the Restricted Parties and/or the Discontinued Entitiesdoubt, any information that Agent may request for and on behalf of its actuaries and other professional advisors.
Appears in 1 contract
Periodic Reports. During the term of this Agreement, the Borrowers shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) belowThe Company will furnish to Purchasers as soon as practicable, and in any event within 90 days after the end of each fiscal year of the Company (commencing with the fiscal year ended December 31, 1997), an annual report of the Company, including a balance sheet as at the end of such fiscal year and statement of operations, stockholders' equity (deficit) and cash flows for such fiscal year, together with the related notes thereto, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, all of which will be correct and complete and will present fairly the financial position of the Company and the results of its operations and changes in its financial position as of the time and for the period then ended. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual Such financial statements shall be accompanied by an unqualified report (other than qualifications contingent upon the Company's ability to obtain additional financing), in form and substance reasonably satisfactory to Purchasers, of independent public accountants reasonably satisfactory to Purchasers to the effect that such financial statements have been prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure the books and are subject to normal year-end adjustments).
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery records of the Company and generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise specified in such report), and present fairly the financial statements required position of the Company and the results of its operations and changes in their financial position as of the time and for the period then ended. The Company will use its best efforts to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered conduct its business so that such report of the independent public accountants will not contain any qualifications as to the Lenders;scope of the audit, the continuance of the Company, or with respect to the Company's compliance with generally accepted accounting principles consistently applied, except for changes in methods of accounting in which such accountants concur.
(b) the Borrowers shallThe Company will furnish to Purchasers, as soon as practicable and in any event within 45 days of after the end of each of the first three fiscal quarters of ATSthe Company during each fiscal year, cause to be prepared and delivered to a quarterly report of the Lenders, the interim Company consisting of an unaudited consolidated, financial statements of ATS balance sheet as at the end of that quartersuch quarter and an unaudited statement of operations, stockholders' equity (deficit) and cash flows for such quarter and the portion of the fiscal year then ended, setting forth in each case including balance sheetin comparative form corresponding figures for the preceding fiscal year. All such reports shall be certified by the Chief Financial Officer or Vice President--Finance of the Company to be correct and complete, statement to present fairly the financial position of income the Company and retained earnings, statement the consolidated results of its operations and changes in its financial position, unaudited consolidation schedule position as of the time and for the period then ended and to have been prepared in accordance with respect to such fiscal quarter and management discussion and analysis;generally accepted accounting principles.
(c) the Borrowers shallThe Company shall furnish to Purchasers, as soon as practicable and in any event within 90 30 days after the end of each calendar month, an unaudited balance sheet of the fiscal years Company as of ATSthe end of such month and the related unaudited statement of operations, cause the annual audited consolidated financial statements of ATS stockholders' equity (along with both the annual financial statements of Enterprises USAdeficit) and unaudited consolidation schedule with respect to cash flows for such month and for the fiscal year to be prepared and delivered to date, setting forth in each case in comparative form the Lenders including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis corresponding figures for such the budget for the current fiscal year, which shall, in or such other financial information as otherwise agreed to by the case parties hereto. All such statements shall be certified by the Chief Financial Officer or Vice President--Finance of the Company to the effect that such statements fairly present the financial condition of the Company as of the dates shown and the results of its operations for the periods then ended and that such statements have been prepared in conformity with generally accepted accounting principles consistently applied except for normal, recurring, year-end audit adjustments and the absence of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unaudited;footnotes.
(d) Commencing with the Borrowers shallCompany's fiscal year commencing January 1, 1997, the Company shall furnish to Purchasers, as soon as practicable and in any event not later less than April 30th sixty (60) days prior to the end of each fiscal year of the Company, (i) an annual operating budget for the Company, for the succeeding fiscal year, cause containing projections of profit and loss, cash flow and ending balance sheets for each month of such fiscal year and (ii) a business plan for the Company as specified in Section 7.18. The Company shall furnish to Purchasers at least thirty (30) days prior to the date the Board of Directors is scheduled to approve the annual operating budget and business plan referred to above, such operating budget and business plan as proposed to be prepared approved by the Board of Directors. Promptly upon preparation thereof, the Company shall furnish to Purchasers any other operating budgets or business plans that the Company may prepare and delivered to the Lenders an annual Business Plan for the then current fiscal year;any revisions or modifications of such previously furnished budgets or business plans.
(e) The annual statements and quarterly statements furnished pursuant to Sections 7.2(a) and (b) shall include a narrative discussion prepared by the Borrowers shall cause to be delivered to Company describing the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and
(f) the Borrowers shall promptly provide each business operations of the Lenders with all other information reasonably requested Company during the period covered by such statements. The monthly statements furnished pursuant to Section 7.02(c) shall be accompanied by a statement describing any material events, transactions or deviations from the Lenders from time to time concerning the business, financial condition Company's Business Plan (as defined below) contemplated by Section 7.18 and Property containing an explanation of the Restricted Parties and/or the Discontinued Entitiescauses and circumstances thereof.
Appears in 1 contract
Periodic Reports. (1) During the term of this Agreement, the Borrowers Borrower shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be reports listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements and other reports shall not be required in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have footnote disclosure and are subject to normal year-end adjustments)been given when the Borrower notifies the Agent that it has been posted by the Borrower on the ▇▇▇.▇▇▇▇▇.▇▇▇ website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers Borrower shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Lenders, the its interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter position and management management's discussion and analysis;
(cb) the Borrowers Borrower shall, as soon as practicable and in any event within 90 days after the end of each of the its fiscal years of ATSyears, cause the its consolidated annual audited consolidated financial statements of ATS (along with both and the annual financial statements of Enterprises USAother Restricted Parties where prepared separately) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal yearyear and management's discussion and analysis, which shall, in the case of the financial statements of ATS onlyBorrower, be audited by an internationally recognized accounting firmfirm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, and in concurrently with the case delivery of Enterprises USA shall be management unauditedits financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrowers Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than April 30th 90 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Lenders, the Borrower's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders an a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual Business Plan for plan has not been updated from the then current fiscal year;
(e) the Borrowers shall cause to be life of mine plan previously delivered to the Agent Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly upon filing after it has been approved by the Borrower's board of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic formdirectors; and
(f) the Borrowers Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2023, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower's financial statements for its fiscal year ended December 31, 2023 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Periodic Reports. During the term of this Agreement, the Borrowers shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments).
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers shall, as soon as practicable and in any event within 45 days of the end of each of the first three fiscal quarters of ATS, cause to be prepared and delivered to the Lenders, the interim unaudited consolidated, financial statements of ATS as at the end of that quarter, in each case including balance sheet, statement of income and retained earnings, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis;
(c) the Borrowers shall, as soon as practicable and in any event within 90 days after the end of each of the fiscal years of ATS, cause the annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USAEnterprises) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal year, which shall, in the case of the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unaudited;
(d) the Borrowers shall, as soon as practicable and in any event not later than April 30th of each fiscal year, cause to be prepared and delivered to the Lenders an annual Business Plan for the then current fiscal year;
(e) the Borrowers shall cause to be delivered to the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and
(f) the Borrowers shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties and/or the Discontinued Entities.
Appears in 1 contract
Sources: Credit Agreement (ATS Corp /ATS)
Periodic Reports. (a) During the term of this Agreement, the Borrowers Borrower and Hudbay shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be information listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments)Lenders, acting reasonably.
(ai) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers The Borrower shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, the Hudbay’s interim unaudited consolidated, consolidated financial statements of ATS (including stand-alone interim unaudited consolidated financial statements for Hudbay’s Peruvian Business Unit) as at the end of that such quarter, in each case including prepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position, unaudited consolidation schedule cash flow and management's discussion and analysis for the period commencing with respect to such the end of the previous fiscal quarter and management discussion ending with the end of such fiscal quarter, together with figures for the year-to-date and analysissetting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year;
(cii) the Borrowers The Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause Hudbay’s annual audited consolidated financial statements to be prepared in accordance with IFRS and delivered to the Agent and the Lenders in each case consisting of a consolidated balance sheet, consolidated income statements, statements of comprehensive income, statements of and change in equity and statements of cash flow, in each case setting forth the corresponding figures for the previous fiscal years year in comparative form, together with management's discussion and analysis, and the report thereon of ATSan independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Hudbay, as of the end of such fiscal year and the consolidated results of the operations and changes in cash flow for such fiscal year in conformity with IFRS, consistently applied;
(iii) The Borrower shall, as soon as practicable and in any event within 180 days after the end of each of its fiscal years, cause the annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year Borrower to be prepared without financial notes and delivered to the Agent and the Lenders including in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form;
(iv) The Borrower shall, concurrently with the delivery of changes Hudbay's financial statements referred to in financial position andSections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with: (A) a Compliance Certificate and (B) copies of all mine manager operating reports prepared in respect of ATS only, management discussion and analysis each mine owned or operated by any Restricted Party for such fiscal year, which shall, in the case of month ending the same period as the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unauditedreferred to above;
(dv) the Borrowers Hudbay shall, as soon as practicable and in any event not later than April 30th 90 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Agent and the Lenders, Hudbay's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, Capital Expenditures, exploration expenditures, financial covenant calculations, and EBITDA on a consolidated basis and in respect of the Borrower on an unconsolidated basis, the proven reserves, probable reserves and current life of mine plan for each producing mine of the Hudbay Group Members (including the ▇▇▇▇▇▇▇▇▇▇ Mine) , details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders an annual Business Plan for a proper understanding of the then current fiscal yearforecast operations of the Hudbay Group Members;
(evi) Hudbay shall, concurrently with the Borrowers shall delivery of its financial statements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), cause to be prepared and delivered to the Agent promptly upon filing of same, copies and the Lenders a report setting forth a list of all nonDerivatives to which it or any other Hudbay Group Member is a party and the marked-confidential filingsto-market value of such Derivatives as at the date of the financial statements to which the report relates;
(vii) The Borrower shall, reports on or before the 31st day of March each calendar year, provide the Agent with a listing of reportable environmental, health and safety incidents as well as any unplanned related impacts, events, accidents or issues that occurred during the report period that relate to compliance with Environmental Laws and the Environmental and Social Guidelines prepared by ERM Group, Inc. or other documents delivered Person acceptable to any securities commission in paper or electronic formthe Agent acting reasonably; and
(fviii) the Borrowers The Borrower shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition condition, financial affairs and Property of any of the Restricted Parties Hudbay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by Hudbay in preparing its financial statements for its fiscal year ended December 31, 2015, or components thereof, Hudbay shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of the Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing Hudbay's financial statements for its fiscal year ended December 31, 2015 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Periodic Reports. During the term of this Agreement, the Borrowers shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments).
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers CHC shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATSquarters, cause to be prepared and delivered to the Lenders, a statement of its inventory and an aged listing of its accounts receivable, each on a consolidated basis and with such unconsolidated information in respect of individual Obligors as the Lenders may specify.
(b) CHC shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (including the fourth quarter, except that 60 days shall be allowed for the fourth quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter and interim unaudited unconsolidated financial statements of such Obligors as the Lenders may specify from time to time as at the end of such quarter, in each case including balance sheet, statement of income and retained earnings, earnings and statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis;.
(c) the Borrowers CHC shall, as soon as practicable and in any event within 90 days after the end of each of the its fiscal years of ATSyears, cause the annual audited its consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including balance sheet, statement of income and retained earnings, earnings and statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal year, which shall, in the case of the financial statements of ATS only, shall be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unaudited;.
(d) CHC shall, concurrently with the Borrowers delivery of its quarterly financial statements, provide the Lenders with a Reporting Certificate.
(e) CHC shall, as soon as practicable and in any event not later than April 30th 45 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Lenders an annual Business Plan Lenders, a budget with projections for the then current and the following four fiscal years. The budget shall cover CHC on a consolidated basis and other Obligors designated by the Agent on an unconsolidated basis and shall include a projected income statement, a projected statement of changes in funds, estimates of Capital Expenditures, the value of Aircraft to be acquired through Leases, and tax losses and deferrals, and a list of all Material Contracts expiring in all relevant periods, all broken down quarterly for the current fiscal year;
(e) the Borrowers shall cause to be delivered year only and annually thereafter, and otherwise in detail acceptable to the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; andthe Required Lenders.
(f) CHC shall, as soon as practicable and in any event not later than 45 days after the Borrowers beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, a current appraisal by an independent appraiser satisfactory to the Agent of all of the Aircraft owned by Obligors. The appraisal may be a "desk-top" appraisal based on information provided to the appraiser concerning the specifications and hours of service of the Aircraft rather than physical inspection of the Aircraft.
(g) CHC shall promptly provide each of the Lenders with copies of all information concerning its financial condition and Property that is provided to the trustees or noteholders under the Sub Debt Indenture and not otherwise provided to the Lenders, copies of all notices received from the trustees or noteholders under the Sub Debt Indenture, and all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties and/or Obligors, including details of operating leases outstanding from time to time.
(h) CHC shall, as soon as practicable and in any event within 25 days of the Discontinued Entitiesend of each month, cause to be prepared and delivered to the Lenders, an unconsolidated statement of accounts receivable of each Obligor incorporated under the laws of the Netherlands which has given a pledge of its accounts receivable as part of the Security in the form of "borderel" attached to the relevant pledge. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by CHC in preparing its financial statements for its fiscal year ended 30 April 2004, or components thereof, CHC shall provide the Lenders with all information that the Lenders require to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, all calculations made for the purposes of this Agreement shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing CHC's financial statements for its fiscal year ended 30 April 2004 if the changed policies, practices and methods would materially affect the results of those calculations.
Appears in 1 contract
Periodic Reports. During the term of this Agreement, the Borrowers shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory Furnish to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments).Lender:
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses Within ninety (b90) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers shall, as soon as practicable and in any event within 45 days of the end of each of the first three fiscal quarters of ATS, cause to be prepared and delivered to the Lenders, the interim unaudited consolidated, financial statements of ATS as at the end of that quarter, in each case including balance sheet, statement of income and retained earnings, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis;
(c) the Borrowers shall, as soon as practicable and in any event within 90 calendar days after the end of each Fiscal Year, consolidated balance sheets, and consolidated and consolidating statements of income, statements of stockholders’ equity, and statements of cash flows of the fiscal years of ATSBorrower and its Subsidiaries, cause the annual audited consolidated financial statements of ATS together with footnotes and supporting schedules thereto, certified (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered as to the Lenders including balance sheetconsolidated statements) by independent certified public accountants selected by the Borrower and reasonably satisfactory to the Lender, statement showing the financial condition of income the Borrower and retained earnings, statement its Subsidiaries at the close of changes in financial position and, in respect such Fiscal Year and the results of ATS only, management discussion operations of the Borrower and analysis for its Subsidiaries during such fiscal year, which shall, Fiscal Year;
(b) Within (i) thirty (30) calendar days after the end of each calendar month (forty-five (45) calendar days in the case of the end of a fiscal quarter), consolidated (and, if specifically requested by the Lender reasonably in advance, consolidating) unaudited balance sheets and statements of income of the Borrower and its Subsidiaries, and (ii) forty-five (45) calendar days after then of each fiscal quarter, consolidated (and, if specifically requested by the Lender, consolidating) statements of cash flows of the Borrower and its Subsidiaries, in each case with supporting schedules thereto, prepared by the Borrower and certified by the Borrower’s Chairman, President, Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, such balance sheets to be as of the close of such calendar month and such statements of income and statements of cash flows to be for the period from the beginning of the then-current Fiscal Year to the end of such calendar month or calendar quarter (as the case may be), together with comparative statements of income and cash flows for the corresponding period in the immediately preceding Fiscal Year, in each case subject to normal audit and year-end adjustments; provided, however, that with respect to accounting periods ending on or prior to October 31, 2007, Foreign Subsidiaries need be included only in the quarterly financial statements.
(c) Concurrently with the delivery of each of the financial statements required by Sections 5.04(a) and 5.04(b) above, a certificate on behalf of ATS onlythe Borrower (signed by the Chairman, be audited by an internationally recognized accounting firmPresident, Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Borrower), certifying that he has examined the provisions of this Agreement and in the case that no Default or Event of Enterprises USA shall be management unauditedDefault has occurred and/or is continuing;
(d) On or prior to (i) the Borrowers shallfifteenth (15th) calendar day of each calendar month, a detailed calculation of the Borrowing Base as of a date not earlier than the first (1st) day of such calendar month, and (ii) the twentieth (20th) calendar day of each calendar month, a detailed calculation of the Borrowing Base as of a date not earlier than the fifteenth (15th) calendar day of such calendar month, in each case in form and substance, and with supporting documentation; (including, without limitation, receivables and payables agings as of the close of the immediately preceding calendar month) as may reasonably be required by the Lender;
(e) As soon as practicable and approved by the Borrower’s Board of Directors (but in any event not later than April 30th thirty (30) days after the beginning of each fiscal yearFiscal Year), cause to a budget and operating plan (on a quarter-by-quarter basis) for such Fiscal Year, in such detail as may reasonably be prepared and delivered to required by the Lenders an annual Business Plan for the then current fiscal yearLender;
(ef) the Borrowers shall cause to be delivered As and when distributed to the Agent promptly upon filing of sameBorrower’s shareholders, copies of all non-confidential filingsproxy materials, reports and other documents delivered information which the Borrower provides to its shareholders; and as and when distributed to any securities commission in paper other holders of Indebtedness of the Borrower or electronic formthe Subsidiaries, copies of all reports, statements and other information provided to such lenders; and
(fg) Promptly, from time to time, such other information (including, without limitation, receivables and payables agings, and sales reports) regarding the Borrowers Borrower’s or any Subsidiary’s operations, assets, business, affairs and financial condition, as the Lender may reasonably request. To the extent that the financial statements required by Sections 5.04(a) and 5.04(b) are contained in any SEC Reports filed by the Borrower within the required time period hereunder for the delivery of such financial statements, then the Borrower shall promptly provide each be deemed to have complied with the subject financial statement delivery by notifying the Lender of the Lenders with all filing of the subject SEC Report. To the extent that any report or other delivery required under this Section 5.04 or elsewhere in this Agreement will, at the time of anticipated delivery to the Lender, contain any material non-public information, the Borrower will notify the Lender thereof as promptly as practicable prior to the delivery of such report (but without disclosing the specific items of material non-public information reasonably or the nature thereof), and if so requested by the Lenders from time Lender prior to time concerning the business, financial condition and Property required date of the Restricted Parties and/or information delivery hereunder, the Discontinued EntitiesBorrower shall (x) if reasonably practicable, redact such material non-public information from the subject report prior to the delivery thereof to the Lender, or (y) defer delivery of such report until such time as the Borrower has made public disclosure of the subject material information or the Lender has affirmatively requested delivery of such report. Absent timely request by the Lender as aforesaid, the Borrower shall make the required delivery to the Lender on a timely basis.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Afp Imaging Corp)
Periodic Reports. (a) During the term of this Agreement, the Borrowers Borrower and Hudbay shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be information listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments)Lenders, acting reasonably.
(ai) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers The Borrower shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, the ▇▇▇▇▇▇'s interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including prepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position, unaudited consolidation schedule cash flow and management's discussion and analysis for the period commencing with respect to such the end of the previous fiscal quarter and management discussion ending with the end of such fiscal quarter, together with figures for the year-to-date and analysis;setting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year.
(cii) the Borrowers The Borrower shall, as soon as practicable and in any event within 90 days after the end of each of the its fiscal years of ATSyears, cause the Hudbay's annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management's discussion and analysis, and the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Hudbay, as of the end of such fiscal year and the consolidated results of the operations and changes in cash flow for such fiscal year in conformity with IFRS, consistently applied.
(iii) The Borrower shall, concurrently with the delivery of ▇▇▇▇▇▇'s financial position andstatements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with: (A) a Compliance Certificate and (B) copies of all mine manager operating reports prepared in respect of ATS only, management discussion and analysis each mine owned or operated by any Restricted Party for such fiscal year, which shall, in the case of month ending the same period as the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unaudited;referred to above.
(div) the Borrowers Hudbay shall, as soon as practicable and in any event not later than April 30th 90 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Agent and the Lenders, ▇▇▇▇▇▇'s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, Capital Expenditures, exploration expenditures, financial covenant calculations, and EBITDA on a consolidated basis the proven reserves, probable reserves and current life of mine plan for each producing mine of the Hudbay Group Members (including the ▇▇▇▇▇▇▇▇▇▇ Mine) , details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders an annual Business Plan for a proper understanding of the then current fiscal year;forecast operations of the Hudbay Group Members.
(ev) the Borrowers shall cause to be delivered to the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and
(f) the Borrowers The Borrower shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition condition, financial affairs and Property of any of the Restricted Parties Hudbay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by ▇▇▇▇▇▇ in preparing its financial statements for its fiscal year ended December 31, 2020, or components thereof, Hudbay shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of the Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing Hudbay's financial statements for its fiscal year ended December 31, 2020 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Periodic Reports. (1) During the term of this Agreement, the Borrowers Borrower shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be reports listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements and other reports shall not be required in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have footnote disclosure and are subject to normal year-end adjustments)been given when the Borrower notifies the Agent that it has been posted by the Borrower on the ▇▇▇.▇▇▇▇▇.▇▇▇ website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers Borrower shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Lenders, the its interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter position and management management's discussion and analysis;
(cb) the Borrowers Borrower shall, as soon as practicable and in any event within 90 days after the end of each of the its fiscal years of ATSyears, cause the its consolidated annual audited consolidated financial statements of ATS (along with both and the annual financial statements of Enterprises USAother Restricted Parties where prepared separately) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal yearyear and management's discussion and analysis, which shall, in the case of the financial statements of ATS onlyBorrower, be audited by an internationally recognized accounting firmfirm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, and in concurrently with the case delivery of Enterprises USA shall be management unauditedits financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrowers Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than April 30th 90 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Lenders, the Borrower's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders an a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual Business Plan for plan has not been updated from the then current fiscal yearlife of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower's board of directors;
(ee.1) the Borrowers shall Borrower shall, as soon as practicable and in any event within 30 days of the end of each month, cause to be prepared and delivered to the Agent promptly upon filing Lenders, a construction report for the Côté Gold Project until such time as the Côté Gold Project reaches completion, which report will include (i) project costs incurred in such prior month by major expense category; (ii) a description of sameany cost overruns detailing variances from the project budget (with a narrative explanation of such variances); (iii) the estimated date of completion; (iv) health, copies safety and environmental incidents, and statistics, (v) indigenous relations & community update, (vi) site activities update, and (vii) construction progress with a description of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; andmaterial deviations from the final project execution plan since the last report hereunder;
(f) the Borrowers Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2016, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower's financial statements for its fiscal year ended December 31, 2016 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Periodic Reports. (a) During the term of this Agreement, the Borrowers Borrower and Hudbay shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be information listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments)Lenders, acting reasonably.
(ai) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers The Borrower shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, the Hudbay's interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including prepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position, unaudited consolidation schedule cash flow and management's discussion and analysis for the period commencing with respect to such the end of the previous fiscal quarter and management discussion ending with the end of such fiscal quarter, together with figures for the year-to-date and analysis;setting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year.
(cii) the Borrowers The Borrower shall, as soon as practicable and in any event within 90 days after the end of each of the its fiscal years of ATSyears, cause the Hudbay's annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management's discussion and analysis, and the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Hudbay, as of the end of such fiscal year and the consolidated results of the operations and changes in cash flow for such fiscal year in conformity with IFRS, consistently applied.
(iii) The Borrower shall, concurrently with the delivery of Hudbay's financial position andstatements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with: (A) a Compliance Certificate and (B) copies of all mine manager operating reports prepared in respect of ATS only, management discussion and analysis each mine owned or operated by any Restricted Party for such fiscal year, which shall, in the case of month ending the same period as the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unaudited;referred to above.
(div) the Borrowers Hudbay shall, as soon as practicable and in any event not later than April 30th 90 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Agent and the Lenders, Hudbay's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, Capital Expenditures, exploration expenditures, financial covenant calculations, and EBITDA on a consolidated basis the proven reserves, probable reserves and current life of mine plan for each producing mine of the Hudbay Group Members (including the ▇▇▇▇▇▇▇▇▇▇ Mine) , details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders an annual Business Plan for a proper understanding of the then current fiscal year;forecast operations of the Hudbay Group Members.
(ev) the Borrowers shall cause to be delivered to the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and
(f) the Borrowers The Borrower shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition condition, financial affairs and Property of any of the Restricted Parties Hudbay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by Hudbay in preparing its financial statements for its fiscal year ended December 31, 2020, or components thereof, Hudbay shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of the Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing Hudbay's financial statements for its fiscal year ended December 31, 2020 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Periodic Reports. (1) During the term of this Agreement, the Borrowers Borrower shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be reports listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements and other reports shall not be required in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have footnote disclosure and are subject to normal year-end adjustments)been given when the Borrower notifies the Agent that it has been posted by the Borrower on the ▇▇▇.▇▇▇▇▇.▇▇▇ website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers Borrower shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Lenders, the its interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including balance sheetincluding, statement of income and retained earningswithout limitation, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis;
(c) the Borrowers shall, as soon as practicable and in any event within 90 days after the end of each of the fiscal years of ATS, cause the annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management and management’s discussion and analysis analysis;
(b) the Borrower shall, as soon as practicable and in any event within 120 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal yearyear and management’s discussion and analysis, which shall, in the case of the financial statements of ATS onlyBorrower, be audited by an internationally recognized accounting firmfirm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, and in concurrently with the case delivery of Enterprises USA shall be management unauditedits financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrowers Borrower shall, as soon as practicable and in any event not later than April 30th 120 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Lenders, the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders an a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual Business Plan for plan has not been updated from the then current fiscal yearlife of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders as soon as it has been submitted to the Borrower’s board of directors;
(e) the Borrowers shall cause to be delivered to the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and
(f) the Borrowers Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended 31 December 2008, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended 31 December 2008 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Periodic Reports. During the term of this Agreement, the Borrowers The Obligors shall deliver or cause to the delivery of Purchaser Agent the following reports. Notwithstanding the foregoing sentencefinancial statements, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that reports and certificates:
(i) ATS is as soon as available, but no later than forty-five (45) days after the last day of each of the first three calendar quarters of each fiscal year, (A) a company prepared unaudited consolidated balance sheet of Parent and continues its Subsidiaries as of such quarter end and the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock, redeemable common stock and stockholders’ equity (deficit) and cash flows for the three (3) month period then ended certified by the chief financial officer of Parent all prepared in accordance with GAAP, subject to normal year-end audit adjustments and the absence of disclosures normally made in footnotes; provided, however, that such financial statements shall not be listed subject to, and Parent’s Quarterly Report on Form 10-Q shall not contain, any qualification, emphasis of matter or statement as to “going concern”, (B) a statement, on a country-by-country and Included Product-by-Included Product basis, of the Toronto Stock Exchange amount of gross sales and Net Sales of Included Products during the applicable calendar quarter (including details of the deductions from gross sales taken in accordance with the definition of Net Sales), the calculation of the Applicable Percentage, the calculation of the amount of Revenue Interest Payment due on such sales for such calendar quarter, and the exchange rates used, if applicable and (C) a duly completed Compliance Certificate signed by the chief financial officer of Parent and the Company, together with projections, which have also been delivered to Parent’s independent certified public accountants, demonstrating the sufficiency of cash and Cash Equivalents for the 12 month period following the issuance date of such financial statements;
(ii) certification as to soon as available, but no later than ninety (90) days after the last day of each calendar year, audited consolidated balance sheets of Parent as of such filing year end and the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock, redeemable common stock and stockholders’ equity (deficit) and cash flows for the year then ended, prepared under GAAP, consistently applied, together with a report and opinion on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and on internal controls and procedures, if available, from PricewaterhouseCoopers LLP or other reports shall be in a form reasonably satisfactory independent certified public accounting firm acceptable to the Lenders Purchaser Agent in its reasonable discretion (which report and all quarterly and annual financial statements opinion shall be prepared in accordance with GAAP (provided that quarterly financial statements and shall not be required to have footnote disclosure and are subject to normal year-end adjustmentsany qualification, emphasis of matter or statement as to “going concern” or scope of audit, except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Parent’s independent certified public accountants).
(a) the Borrowers shall, as soon as practicable and in any event concurrently together with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a duly completed Compliance Certificate to be signed by the chief financial officer of Parent and the Company, together with projections, which have also been delivered to Parent’s independent certified public accountants, demonstrating the Lenderssufficiency of cash and Cash Equivalents for the 12 month period following the issuance date of such financial statements;
(biii) the Borrowers shall, as soon as practicable and in any event within 45 days of promptly following the end of each of the first three fiscal quarters of ATScalendar quarter, cause to be prepared and delivered to the Lenders, the interim unaudited consolidated, financial statements of ATS as at the end of that quarterbut in any event, in each case including balance sheetcase, statement of income and retained earnings, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis;
no later than forty-five (c45) the Borrowers shall, as soon as practicable and in any event within 90 calendar days after the end of each of such calendar quarter, as applicable, a reasonably detailed quarterly report (the fiscal years of ATS“Quarterly Report”) setting forth, cause the annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such same period, (a) the Clinical Updates, the Regulatory Updates, the Commercial Updates, the Intellectual Property Updates, and any transactions with Affiliates, (b) updates to the Perfection Certificate to reflect any amendments, modifications and updates, if any, to the information in the Perfection Certificate since the Closing Date or the most recent update thereto (to the extent not covered in the Intellectual Property Update), (c) cash flow projections for the four quarter period following such fiscal year quarter set forth in a quarter by quarter format, and (d) a financial “DashBoard” report which shall include unrestricted cash and Cash Equivalents, marketable securities, revenue for the reporting quarter, and year-to-date revenue (provided that the Obligors shall also provide Purchaser Agent with such additional information regarding the updates included in each such Quarterly Report as Purchaser Agent may reasonably request from time to time). The Obligors shall prepare and maintain and shall cause their respective Affiliates and use commercially reasonable efforts to require their respective Licensees to prepare and maintain reasonably complete and accurate records of the information to be prepared disclosed in each Quarterly Report. In addition, the Obligors shall provide the Purchaser Agent with a written or telephonic update within ten (10) calendar days following (1) any significant development with respect to any prior (i) Clinical Update, (ii) the Regulatory Update, (iii) Commercial Update or (iv) Intellectual Property Update and delivered to the Lenders including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal year, which shall, (2) any serious adverse event in the case of the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unauditedClinical Trials;
(div) the Borrowers shall, as soon as practicable practicable, and in any event not later than April 30th sixty (60) days after the commencement of each fiscal yearyear of Parent, cause to be prepared and delivered to beginning with the Lenders fiscal year commencing January 1, 2024, an annual Business Plan business plan and budget of Parent and its Subsidiaries for the then current fiscal year containing, among other things, projections for each quarter of such fiscal year, all approved by the Board of Parent;
(ev) no later than five (5) days after each regularly-scheduled quarterly meeting of the Borrowers shall cause to be Board of Parent or any Subsidiary, the board kit and other materials delivered to the directors in connection with any such meeting; provided that, if the Obligors, upon the advice of counsel, reasonably determine that any such information constitutes attorney-client privileged information and the disclosure thereof would adversely impair the attorney-client privilege between the Obligors and such counsel with respect to such information, then the Obligors will permit the Purchaser Agent and the Purchasers to enter into a customary common interest agreement with respect to such information and, unless and until the Purchaser Agent and the Purchasers have entered into such agreement, the Obligors shall be entitled to withhold delivery of, or redact, any such information (and only such information) from the Purchaser Agent and the Purchasers; provided that the Obligors shall disclose that the information is being withheld on the foregoing basis;
(vi) without limiting the generality of the above clause (v), promptly upon filing of sameafter any reasonable request by the Purchaser, copies of all any detailed audit reports, management letters or recommendations submitted to the Board (or the audit committee of the Board) by independent accountants in connection with the accounts or books of Parent or any Subsidiary, or any audit of any of them;
(vii) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt securities of Parent or any Subsidiary pursuant to the terms of any indenture, loan or credit or similar agreement;
(viii) promptly, and in any event within five (5) Business Days after receipt thereof by Parent or any Subsidiary thereof, (A) copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-confidential filingsU.S. jurisdiction) concerning any investigation or possible investigation or other material inquiry by such agency regarding financial or other operational results of Parent or any Subsidiary and (B) copies of any material written correspondence or any other material written communication from the FDA or any other regulatory body;
(ix) as soon as practicable upon the reasonable request of the Purchasers, reports copies of the most recent monthly statements for each deposit account, securities account and other documents delivered to any securities commission in paper or electronic formbank account of Parent and its Subsidiaries; and
(fx) the Borrowers shall promptly provide each of the Lenders with all upon request, such other information reasonably requested by the Lenders as Purchaser Agent may from time to time concerning reasonably request. Any documents required to be delivered pursuant to this Section 5.02(a) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the businessdate on which (A) the Obligors posts such documents, financial condition or provides a link thereto, on their website on the internet at their website address or (B) such documents are posted on the Obligors’ behalf on the internet or an intranet website, if any, to which Purchaser Agent and Property of the Restricted Parties and/or the Discontinued EntitiesPurchasers have access.
Appears in 1 contract
Sources: Revenue Interest Purchase Agreement (Humacyte, Inc.)
Periodic Reports. (a) During the term of this Agreement, the Borrowers Borrower and Hudbay shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be information listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments)Lenders, acting reasonably.
(ai) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers The Borrower shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, the Hudbay's interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including prepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position, unaudited consolidation schedule cash flow and management's discussion and analysis for the period commencing with respect to such the end of the previous fiscal quarter and management discussion ending with the end of such fiscal quarter, together with figures for the year-to-date and analysissetting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year;
(cii) the Borrowers The Borrower shall, as soon as practicable and in any event within 90 days after the end of each of the its fiscal years of ATSyears, cause the Hudbay's annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management's discussion and analysis, and the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Hudbay, as of the end of such fiscal year and the consolidated results of the operations and changes in cash flow for such fiscal year in conformity with IFRS, consistently applied;
(iii) The Borrower shall, concurrently with the delivery of Hudbay's financial position andstatements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with: (A) a Compliance Certificate and (B) copies of all mine manager operating reports prepared in respect of ATS only, management discussion and analysis each mine owned or operated by any Restricted Party for such fiscal year, which shall, in the case of month ending the same period as the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unauditedreferred to above;
(div) the Borrowers Hudbay shall, as soon as practicable and in any event not later than April 30th 90 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Agent and the Lenders, Hudbay's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, Capital Expenditures, exploration expenditures, financial covenant calculations, and EBITDA on a consolidated basis the proven reserves, probable reserves and current life of mine plan for each producing mine of the Hudbay Group Members (including the ▇▇▇▇▇▇▇▇▇▇ Mine) , details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders an annual Business Plan for a proper understanding of the then current fiscal yearforecast operations of the Hudbay Group Members;
(ev) Hudbay shall, concurrently with the Borrowers shall delivery of its financial statements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), cause to be prepared and delivered to the Agent promptly upon filing of same, copies and the Lenders a report setting forth a list of all nonDerivatives to which it or any other Hudbay Group Member is a party and the marked-confidential filings, reports and other documents delivered to-market value of such Derivatives as at the date of the financial statements to any securities commission in paper or electronic formwhich the report relates; and
(fvi) the Borrowers The Borrower shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition condition, financial affairs and Property of any of the Restricted Parties Hudbay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by Hudbay in preparing its financial statements for its fiscal year ended December 31, 2016, or components thereof, Hudbay shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of the Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing Hudbay's financial statements for its fiscal year ended December 31, 2016 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Periodic Reports. During the term of this Agreement, the Borrowers shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments).
(a) the Borrowers shall, as soon assoon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers shall, as soon as practicable and in any event within 45 days of the end of each of the first three fiscal quarters of ATS, cause to be prepared and delivered to the Lenders, the interim unaudited consolidated, financial statements of ATS as at the end of that quarter, in each case including balance sheet, statement of income and retained earnings, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis;
(c) the Borrowers shall, as soon as practicable and in any event within 90 days after the end of each of the fiscal years of ATS, cause the annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal year, which shall, in the case of the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unaudited;
(d) the Borrowers shall, as soon as practicable and in any event not later than April 30th of each fiscal year, cause to be prepared and delivered to the Lenders an annual Business Plan for the then current fiscal year;
(e) the Borrowers shall cause to be delivered to the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and
(f) the Borrowers shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties and/or the Discontinued Entities.
Appears in 1 contract
Periodic Reports. (a) During the term of this Agreement, the Borrowers shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be reports listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments)Lenders, acting reasonably.
(ai) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers Hudbay shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, the its interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including prepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position, unaudited consolidation schedule cash flow and management’s discussion and analysis for the period commencing with respect to such the end of the previous fiscal quarter and management discussion ending with the end of such fiscal quarter, together with figures for the year-to-date and analysissetting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year;
(cii) the Borrowers Hudbay shall, as soon as practicable and in any event within 90 days after the end of each of the its fiscal years of ATSyears, cause the its annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management’s discussion and analysis, and the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Hudbay, as of the end of such fiscal year and the consolidated results of the operations and changes in cash flow for such fiscal year in conformity with IFRS, consistently applied;
(iii) Hudbay shall, as soon as practicable and in any event within 180 days after the end of each of its fiscal years, cause the annual unaudited consolidated financial position andstatements of HBMS to be prepared without financial notes and delivered to the Agent and the Lenders in each case consisting of a consolidated balance sheet, consolidated income statements, statements of comprehensive income, statements of and change in equity and statements of cash flow, in each case setting forth the corresponding figures for the previous fiscal year in comparative form;
(iv) Hudbay shall, concurrently with the delivery of its financial statements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with: (A) a Compliance Certificate and (B) copies of all mine manager operating reports prepared in respect of ATS only, management discussion and analysis each mine owned or operated by any Restricted Party for such fiscal year, which shall, in the case of month ending the same period as the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unauditedreferred to above;
(dv) the Borrowers Hudbay shall, as soon as practicable and in any event not later than April 30th 90 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Agent and the Lenders, Hudbay’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, Capital Expenditures, exploration expenditures, financial covenant calculations, and EBITDA on a consolidated basis, the proven reserves, probable reserves and current life of mine plan for each producing mine of the Hudbay Group Members, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders an annual Business Plan for a proper understanding of the then current fiscal yearforecast operations of the Hudbay Group Members;
(evi) Hudbay shall, concurrently with the Borrowers shall delivery of its financial statements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), cause to be prepared and delivered to the Agent promptly upon filing of same, copies and the Lenders a report setting forth a list of all nonDerivatives to which it or any other Hudbay Group Member is a party and the marked-confidential filings, reports and other documents delivered to-market value of such Derivatives as at the date of the financial statements to any securities commission in paper or electronic formwhich the report relates; and
(fvii) the Borrowers shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties Hudbay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by Hudbay in preparing its financial statements for its fiscal year ended December 31, 2014, or components thereof, Hudbay shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of the Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing Hudbay’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrowers and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Periodic Reports. (1) During the term of this Agreement, the Borrowers IMG shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be reports listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements and other reports shall not be required in a form satisfactory to the Lender, acting reasonably. Any report shall be considered to have footnote disclosure and are subject to normal year-end adjustments)been given when IMG notifies the Lender that it has been posted by IMG on the ▇▇▇.▇▇▇▇▇.▇▇▇ website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers IMG shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the LendersLender, the its interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including balance sheetincluding, statement of income and retained earningswithout limitation, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis;
(c) the Borrowers shall, as soon as practicable and in any event within 90 days after the end of each of the fiscal years of ATS, cause the annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management and management’s discussion and analysis for such fiscal year, which shall, in the case of the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unauditedanalysis;
(db) the Borrowers IMG shall, as soon as practicable and in any event not later than April 30th within 120 days after the end of each of its fiscal yearyears, cause its consolidated annual financial statements to be prepared and delivered to the Lenders Lender including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s discussion and analysis, which shall be audited by an internationally recognized accounting firm;
(c) IMG shall, as soon as practicable and in any event within 180 days after the end of each of its fiscal years, cause the consolidated annual Business Plan financial statements of each Obligor other than IMG to be prepared and delivered to the Lender including, without limitation, balance sheet, statement of income and retained earnings and statement of changes in financial position for the then current such fiscal year;
(d) IMG shall, concurrently with the delivery of its financial statements, provide the Lender with a Compliance Certificate;
(e) the Borrowers shall cause to be delivered to the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and
(f) the Borrowers IMG shall promptly provide each of the Lenders Lender with all other information reasonably requested by the Lenders Lender from time to time concerning the business, financial condition and Property of the Restricted Parties Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by IMG in preparing its financial statements for its fiscal year ended 31 December 2008, or components thereof (including changes arising from anticipated adoption of certain international accounting standards in Canada), IMG shall provide the Lender with all information that the Lender reasonably requires (without restating financial information for past periods) to ensure that reports provided to the Lender after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing IMG’s financial statements for its fiscal year ended 31 December 2008 unless and until IMG and the Lender agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Periodic Reports. (1) During the term of this Agreement, the Borrowers Borrower shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be reports listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements and other reports shall not be required in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have footnote disclosure and are subject to normal year-end adjustments)been given when the Borrower notifies the Agent that it has been posted by the Borrower on the ▇▇▇.▇▇▇▇▇.▇▇▇ website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers Borrower shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Lenders, the its interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter position and management management’s discussion and analysis;
(cb) the Borrowers Borrower shall, as soon as practicable and in any event within 90 days after the end of each of the its fiscal years of ATSyears, cause the its consolidated annual audited consolidated financial statements of ATS (along with both and the annual financial statements of Enterprises USAother Restricted Parties where prepared separately) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal yearyear and management’s discussion and analysis, which shall, in the case of the financial statements of ATS onlyBorrower, be audited by an internationally recognized accounting firmfirm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, and in concurrently with the case delivery of Enterprises USA shall be management unauditedits financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrowers Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than April 30th 90 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Lenders, the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders an a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual Business Plan for plan has not been updated from the then current fiscal year;
(e) the Borrowers shall cause to be life of mine plan previously delivered to the Agent Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly upon filing after it has been approved by the Borrower’s board of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; anddirectors;
(f) the Borrowers Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Periodic Reports. (a) During the term of this Agreement, the Borrowers Borrower and Hudbay shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be information listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments)Lenders, acting reasonably.
(ai) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers The Borrower shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, the ▇▇▇▇▇▇'s interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter, in each case including prepared in accordance with IFRS (subject to year- end adjustments and excluding footnotes), in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position, unaudited consolidation schedule cash flow and management's discussion and analysis for the period commencing with respect to such the end of the previous fiscal quarter and management discussion ending with the end of such fiscal quarter, together with figures for the year-to-date and analysis;setting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year.
(cii) the Borrowers The Borrower shall, as soon as practicable and in any event within 90 days after the end of each of the its fiscal years of ATSyears, cause the Hudbay's annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management's discussion and analysis, and the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Hudbay, as of the end of such fiscal year and the consolidated results of the operations and changes in cash flow for such fiscal year in conformity with IFRS, consistently applied.
(iii) The Borrower shall, concurrently with the delivery of ▇▇▇▇▇▇'s financial position andstatements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with: (A) a Compliance Certificate and (B) copies of all mine manager operating reports prepared in respect of ATS only, management discussion and analysis each mine owned or operated by any Restricted Party for such fiscal year, which shall, in the case of month ending the same period as the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unaudited;referred to above.
(div) the Borrowers Hudbay shall, as soon as practicable and in any event not later than April 30th 90 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Agent and the Lenders, ▇▇▇▇▇▇'s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, Capital Expenditures, exploration expenditures, financial covenant calculations, and EBITDA on a consolidated basis the proven reserves, probable reserves and current life of mine plan for each producing mine of the Hudbay Group Members (including the ▇▇▇▇▇▇▇▇▇▇ Mine), details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders an annual Business Plan for a proper understanding of the then current fiscal year;forecast operations of the Hudbay Group Members.
(ev) the Borrowers shall cause to be delivered to the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and
(f) the Borrowers The Borrower shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition condition, financial affairs and Property of any of the Restricted Parties and/or Hudbay Group Members.
(vi) From and including December 1, 2025 until the Discontinued Entitiesdate on which all 2026 Notes have been indefeasibly repaid in full, Hudbay shall provide written notice to the Agent as promptly as practicable, and in any event within two Banking Days after becoming aware, if at any time:
(A) Liquidity is equal to or less than (x) US$150,000,000 plus (y) the principal amount of all outstanding 2026 Notes; and/or
(B) the Total Net Debt to EBITDA Ratio is greater than or equal to 2.50:1.
(vii) Within five Banking Days of delivering notice referred to in Section 8.3(a)(vi), Hudbay shall provide the Agent and the Lenders with a detailed remediation plan specifying the steps to be taken to cure the matters set forth in such notice (the "Financial Remediation Plan").
Appears in 1 contract
Periodic Reports. During the term of this Agreement, the Borrowers shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments).
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers CHC shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATSquarters, cause to be prepared and delivered to the Lenders, a statement of its inventory and an aged listing of its accounts receivable, each on a consolidated basis and with such unconsolidated information in respect of individual Restricted Parties as the Lenders may specify. [Note: Section amended by Ninth Amending Agreement]
(b) CHC shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (including the fourth quarter, except that 60 days shall be allowed for the fourth quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated, consolidated financial statements of ATS as at the end of that such quarter and interim unaudited unconsolidated financial statements of such Restricted Parties as the Lenders may specify from time to time as at the end of such quarter, in each case including including, without limitation, balance sheet, statement of income and retained earnings, earnings and statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis;.
(c) the Borrowers CHC shall, as soon as practicable and in any event within 90 days after the end of each of the its fiscal years of ATSyears, cause the annual audited its consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including including, without limitation, balance sheet, statement of income and retained earnings, earnings and statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal year, which shall, in the case of the financial statements of ATS only, shall be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unaudited;.
(d) CHC shall, concurrently with the Borrowers delivery of its quarterly financial statements, provide the Lenders with a Reporting Certificate.
(e) CHC shall, as soon as practicable and in any event not later than April 30th 45 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Lenders an annual Business Plan Lenders, a budget with projections for the then current and the following four fiscal years. The budget shall cover CHC on a consolidated basis and other Restricted Parties designated by the Agent on an unconsolidated basis and shall include, without limitation, a projected income statement, a projected statement of changes in funds, estimates of capital expenditures and tax losses and deferrals, and a list of all Material Contracts expiring in all relevant periods, all broken down quarterly for the current fiscal year;
(e) the Borrowers shall cause to be delivered year only and annually thereafter, and otherwise in detail acceptable to the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; andthe Majority Lenders.
(f) CHC shall, as soon as practicable and in any event not later than 45 days after the Borrowers beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, a current appraisal by an independent appraiser satisfactory to the Agent of all of the Aircraft owned by Restricted Parties. The appraisal may be a "desk-top" appraisal based on information provided to the appraiser concerning the specifications and hours of service of the Aircraft rather than physical inspection of the Aircraft.
(g) CHC shall promptly provide each of the Lenders with copies of all information concerning its financial condition and Property that is provided to the trustees or noteholders under the Sub Debt Indentures and not otherwise provided to the Lenders, copies of all notices received from the trustees or noteholders under the Sub Debt Indentures, and all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties and/or Parties.
(h) CHC shall, as soon as practicable and in any event within 25 days of the Discontinued Entitiesend of each month, cause to be prepared and delivered to the Lenders, an unconsolidated statement of accounts receivable of each Restricted Party incorporated under the laws of the Netherlands which has given a pledge of its accounts receivable as part of the Security in the form of "borderel" attached to the relevant pledge. [Note: Section added by Tenth Amending Agreement] If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by CHC in preparing its financial statements for its fiscal year ended 30 April 1999, or components thereof, CHC shall provide the Lenders with all information that the Lenders require to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, all calculations made for the purposes of this Agreement shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing CHC's financial statements for its fiscal year ended 30 April 1999 if the changed policies, practices and methods would materially affect the results of those calculations.
Appears in 1 contract
Periodic Reports. (1) During the term of this Agreement, the Borrowers Borrower shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be reports listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP (provided that quarterly financial statements and other reports shall not be required in a form satisfactory to the Lenders, acting reasonably. Where applicable, any report shall be considered to have footnote disclosure and are subject to normal year-end adjustments)been given when the Borrower notifies the Agent that it has been posted on the ▇▇▇.▇▇▇▇▇.▇▇▇ website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers Borrower shall, as soon as practicable and in any event within 45 days of the end of each of the first three its fiscal quarters of ATS(excluding the fourth quarter), cause to be prepared and delivered to the Lenders, the interim unaudited consolidated, consolidated financial statements of ATS each of IMG and the Borrower as at the end of that such quarter, in each case including balance sheetincluding, statement of income and retained earningswithout limitation, statement of changes in financial position, unaudited consolidation schedule with respect to such fiscal quarter and management discussion and analysis;
(c) the Borrowers shall, as soon as practicable and in any event within 90 days after the end of each of the fiscal years of ATS, cause the annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS for IMG only, management management’s discussion and analysis analysis;
(b) the Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters, cause to be prepared and delivered to the Lenders, the quarterly operating report for the Niobec Mine;
(c) the Borrower shall, as soon as practicable and in any event within 120 days after the end of each of its fiscal years, cause the consolidated annual financial statements of the Borrower and IMG (and the annual financial statements of other Obligors where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal yearyear and, for IMG only, management’s discussion and analysis, which shall, in the case of the financial statements of ATS onlyIMG, be audited by an internationally recognized accounting firm, firm and in shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement unless audited financial statements are otherwise prepared for the case of Enterprises USA shall be management unauditedObligors;
(d) the Borrowers Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(e) the Borrower shall, as soon as practicable and in any event not later than April 30th 120 days after the beginning of each of its fiscal yearyears, cause to be prepared and delivered to the Lenders, the consolidated annual plan of the Borrower and IMG as presented to their respective boards of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of IMG and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders an a proper understanding of the forecast operations of IMG and its Subsidiaries; it is understood that IMG generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with a consolidated annual Business Plan for plan has not been updated from the then current fiscal year;
(e) the Borrowers shall cause to be life of mine plan previously delivered to the Agent promptly upon filing Lenders, the Borrower will deliver the updated life of same, copies mine plan to the Lenders as soon as it has been submitted to the relevant board of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; anddirectors;
(f) the Borrowers Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of IMG and the Restricted Parties Obligors. If there is any change by the Borrower or IMG in a subsequent period from the accounting policies, practices and calculation methods used by IMG in preparing its financial statements for its fiscal year ended 31 December 2008, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the financial statements for IMG’s fiscal year ended 31 December 2008 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the Discontinued Entitieschanges.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Periodic Reports. During the term of this Agreement, the Borrowers shall deliver or cause the delivery of the following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) belowThe Company will furnish to ---------------- Purchaser as soon as practicable, and in any event within 90 days after the end of each fiscal year of the Company (commencing with the fiscal year ended December 31, 1997), an annual report of the Company, including a balance sheet as at the end of such fiscal year and statement of operations, stockholders' equity (deficit) and cash flows for such fiscal year, together with the related notes thereto, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, all of which will be correct and complete and will present fairly the financial position of the Company and the results of its operations and changes in its financial position as of the time and for the period then ended. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual Such financial statements shall be accompanied by an unqualified report (other than qualifications contingent upon the Company's ability to obtain additional financing), in form and substance reasonably satisfactory to Purchaser, of independent public accountants reasonably satisfactory to Purchaser to the effect that such financial statements have been prepared in accordance with GAAP (provided that quarterly financial statements shall not be required to have footnote disclosure the books and are subject to normal year-end adjustments).
(a) the Borrowers shall, as soon as practicable and in any event concurrently with the delivery records of the Company and generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise specified in such report), and present fairly the financial statements required position of the Company and the results of its operations and changes in their financial position as of the time and for the period then ended. The Company will use its best efforts to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered conduct its business so that such report of the independent public accountants will not contain any qualifications as to the Lenders;scope of the audit, the continuance of the Company, or with respect to the Company's compliance with generally accepted accounting principles consistently applied, except for changes in methods of accounting in which such accountants concur.
(b) the Borrowers shallThe Company will furnish to Purchaser, as soon as practicable and in any event within 45 days of after the end of each of the first three fiscal quarters of ATSthe Company during each fiscal year, cause to be prepared and delivered to a quarterly report of the Lenders, the interim Company consisting of an unaudited consolidated, financial statements of ATS balance sheet as at the end of that quartersuch quarter and an unaudited statement of operations, stockholders' equity (deficit) and cash flows for such quarter and the portion of the fiscal year then ended, setting forth in each case including balance sheetin comparative form corresponding figures for the preceding fiscal year. All such reports shall be certified by the Chief Financial Officer of the Company to be correct and complete, statement to present fairly the financial position of income the Company and retained earnings, statement the consolidated results of its operations and changes in its financial position, unaudited consolidation schedule position as of the time and for the period then ended and to have been prepared in accordance with respect to such fiscal quarter and management discussion and analysis;generally accepted accounting principles.
(c) Commencing with the Borrowers shall, as soon as practicable and in any event within 90 days after the end of each of the fiscal years of ATS, cause the annual audited consolidated financial statements of ATS (along with both the annual financial statements of Enterprises USA) and unaudited consolidation schedule with respect to such Company's fiscal year commencing January 1, 1998, the Company shall furnish to be prepared and delivered to the Lenders including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal year, which shall, in the case of the financial statements of ATS only, be audited by an internationally recognized accounting firm, and in the case of Enterprises USA shall be management unaudited;
(d) the Borrowers shallPurchaser, as soon as practicable and in any event not later less than April 30th 60 days prior to the end of each fiscal year of the Company, an annual operating budget for the Company for the succeeding fiscal year containing projections of profit and loss, cash flow and ending balance sheets for each month of such fiscal year. Promptly upon preparation thereof, cause the Company shall furnish to be prepared Purchaser any other operating budgets or business plans that the Company may prepare and any revisions or modifications of such previously furnished budgets or business plans. The Company shall furnish to Purchaser within a reasonable period of time following each month a statement describing any material events, transactions or deviations from the Company's business plan (as delivered to the Lenders Purchaser) during the preceding month and containing an annual Business Plan for explanation of the then current fiscal year;causes and circumstances thereof.
(ed) The annual statements and quarterly statements furnished pursuant to Sections 7.2(a) and (b) shall include a narrative discussion prepared by the Borrowers shall cause to be delivered to Company describing the Agent promptly upon filing of same, copies of all non-confidential filings, reports and other documents delivered to any securities commission in paper or electronic form; and
(f) the Borrowers shall promptly provide each business operations of the Lenders with all other information reasonably requested Company during the period covered by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties and/or the Discontinued Entitiessuch statements.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Ansan Pharmaceuticals Inc)